OverHead Edits Subscription Agreement

BY CLICKING “I AGREE” YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS.

THIS OVERHEAD EDITS SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) IS BY AND BETWEEN GROWWELL SOLUTIONS, INC., PARENT COMPANY OF OVERHEAD PRO/OVERHEAD EDITS, WITH BUSINESS OFFICES LOCATED AT 1139 COLLEGE STREET, TORONTO, ONTARIO, M6H 1B5, CANADA (THE “STUDIO”), AND YOU, THE SUBSCRIBER, HEREINAFTER REFERRED AS EITHER “YOU” OR “THE SUBSCRIBER”. THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE DATE YOU CLICK “I AGREE”. THE STUDIO AND YOU ARE SOMETIMES REFERRED TO HEREIN INDIVIDUALLY AS “PARTY” AND COLLECTIVELY AS THE “PARTIES”. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.


In consideration of the mutual promises, covenants and conditions contained in this Agreement, the Parties agree as follows:

  1. Services
  1. By entering into this Agreement, the Subscriber agrees to purchase video editing services from The Studio on a monthly subscription basis (the “Subscription”). The Subscription will include the following services and is subject to the following limitations:
    1. Four (4) video edits (“credits”) each between 30-60 seconds, per month, per subscription;
    2. 1 week turnaround for for video edits;
    3. Square & widescreen outputs;
    4. Unlimited revisions on drafts until approved by the Subscriber;
    5. 30-day archiving of project files, including raw footage, post-production working files, working drafts and Subscriber-approved work products;
    6. Unused video edit credits may be carried over for 1 month after;
    7. Additional add-ons (for an extra USD$15 for the Starter Plan but free for the Premium Plan) including but not limited to:
      1. Rush service
      2. Instagram teasers
      3. Custom animation
      4. Motion graphics
      5. Multiple video versions
      6. Duplicate multi-angle footage review
  2. The Studio will, for the Subscriber, fulfill the Subscription each month for the duration of the Subscription.
  3. The Subscriber agrees to pay to The Studio the fees for the agreed upon Subscription, in the amount of USD$165 for the Starter Plan per month, or USD$225 for the Premium Plan per month, per subscription, plus applicable taxes (the “Fees”).
  4. The Subscriber may cancel the Subscription at anytime.
  5. The Studio reserves the right to modify, suspend or terminate this Agreement at any time without notice. Any Fees paid by the Subscriber for Subscription services not delivered by the date of termination will be refunded to the Subscriber.

  1. Fees and Payment

  1. The monthly Subscription Fees will be charged via PayPal as soon as the Subscriber signs up.
  2. Each subsequent Subscription Fee will be due thirty (30) days after the last payment, which will be automated withdrawn from the Subscriber’s PayPal account.

  1. Subscription Rules

The Subscriber agrees to be bound by certain terms and conditions under this Agreement.  Failure to adhere to these terms and conditions, included herein or in any written amendments to this Agreement may result in termination of the Agreement.


  1. The Studio will permit the Subscriber to advise of any changes required to the videos to be delivered by the Studio during the video filming and editing stages. The Studio will make all reasonable efforts to accommodate the requested changes at no additional cost to the Subscriber.
  2. Upon satisfactory delivery of any video to the Subscriber, the Subscriber agrees that no further edits, changes, amendments or renderings to the videos shall be made by The Studio
  3. For the duration of this Agreement, and for one (1) year following the termination thereof, the Subscriber will not attempt to solicit the services of, or recruit, directly or indirectly, any The Studio employee, officer or contractor.
  4. Unless otherwise stated in this Agreement, all intellectual property contained within the delivered videos shall be the sole property of the Subscriber, and The Studio hereby assigns all right, title, and interest therein without limitation to the Subscriber.  The Studio agrees to waive all moral rights to any delivered videos.

  1. Indemnity

  1. The Subscriber shall defend and indemnify the Studio and hold the Studio harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable legal fees), related to any acts by the Subscriber or materials or information transmitted by the Subscriber in connection with this Agreement, leading wholly or partially to claims against The Studio or its service by other subscribers or third parties, regardless of the type of claim or the nature of the cause of action.
  2. Any liability arising from this Agreement on the part of The Studio shall be limited to the value of the Subscription Fees paid by the Subscriber up to the time at which the liability arose.

  1. Disclaimers of Warranty

The Studio provides its services “as is” and makes no warranties, express or implied, as to the popularity/social results of the Subscriber’s recipe videos.


  1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, and any legal proceedings with respect to this Agreement are to be commenced in Ontario.


  1. Acknowledgement

This Agreement contains the entire understanding of the parties with respect to the matters herein and supersedes all previous agreements and undertakings with respect thereto.  This Agreement may be modified only in writing.